DARK AVALANCHE
by Dark VoidLich
Summary: Team Dark is let into Midgar by a strange dimensional rift, and meets AVALANCHE. The two groups must join forces to defeat Sephiroth who is becoming strengthened by the new appearances on The Planet... My own slight remake of FFVII plot, collaborate effort with HTKWolfe777, he writes for Team Dark and I write for FFVII universe.
1. Chapter 1

**Chapter One**

The sun cannot be seen from the dark, gray city of Midgar. Eight massive plates of metal cover it, dozens of feet thick, are each positioned over a sector of the city. People shuffle through the slums as weapon and supply shops glow from within the dim shadows, and a towering "Shin-Ra" company energy reactor looms at the outermost part of the sector, utterly dwarfing every building around it. It is a huge gray, futuristic smokestack, billowing green smoke next to it the city walls are adorned with a blue number Seven.

ShinRa-corp. soldiers in blue armor scurry up the winding stairs around the reactor, posting at different points along the way, assault rifles in hand. They know AVALANCHE is going to attack again, and it is only a matter of being prepared. They are sure this reactor will remain safe, but they underestimate AVALANCHE…

At the bottom of the reactors the ragtag group of rebels called AVALANCHE gathers in the shadows under the stairway. Their names are Cloud, Barret, Aerith, Tifa, Biggs, Jesse, and Wedge. Cloud is an ex-ShinRa SOLDIER, with baggy blue pants and dark sleeveless chest plate, separated by a large belt engraved with a picture of a wolf. A single gray metal shoulder pauldron is slung across his right shoulder, with blots of metal jutting out from it. He has spiky blonde hair that erupts at an angle from his head, and carries a massive broadsword on his back that a normal human would not be able to lift even with both arms.

He creeps out from under the stairs, brown boots kicking dust into the air. Behind him are Tifa and Barret, Tifa is a girl with light skin and dark brown hair. She wears a simple white shirt and black suspenders that come up from a black skirt, and black gloves with metal plated knuckles, she has huge brown eyes and is quite thin except her chest, which is very buxom. Barret is a huge black man with short cropped curly hair, and wears a ratty brown vest open showing his muscles, green pants, and metal rings around his waist and left arms for protection. His right hand is replaced with a robotic chain gun.

Jessie follows out from under the stairs as well, looking confident. She wears metal armor and baggy brown pants, and has bright red hair tied in a ponytail and a red hairband. Behind her are Biggs & Wedge, best friends and AVALANCHE technology experts. They both have dirty brown and green clothes covered in plates of armor and metal shoulder pauldrons, and both have short brown hair. Biggs is thin, with a sleek angular face, and Wedge is large and fat. They follow behind Jesse, looking fearful.

Cloud scans the others with his otherworldly glowing blue eyes. "Same drill as last time, guys. Biggs and Wedge will unlock the system and we'll plant the bombs. Let's go!"

Suddenly another group of blue-armored soldiers appears, their red visors glowing through the dark at Cloud and his friends. They raise their rifles and begin to fire.

"Shit" Cloud hisses under his breath. With a fluid motion he swings the broadsword off his back and deflects the streams of bullets. A green crystalline sphere clipped into the steel bangle on his arm begins to glow, and he stabs his blade into the ground and puts his palm out flat toward the group of soldiers. He grits his teeth as a plume of flames erupts from his hand and engulfs the soldiers. He looks back over his shoulder at Aerith, who wears a shin-length pink dress that buttons up with the front and a red bolero jacket. Her hair parts in the middle cascading down the sides of her face, and a purple ribbon ties her hair back in a thick braid, and she wears boots like Cloud's and metal braces over her wrists. She holds a staff and looks into Cloud's ethereal blue eyes with her emerald green ones.

Cloud speaks sternly, "Stay here at the bottom. We'll send Jessie and the others down as soon as we get the bombs planted."

Aerith nods, frowning as another troop of soldiers appears, marching down the dirt road to the reactor.

"Shit…" Cloud jumps off as if he were full of helium, brandishing his sword at them. Jesse, Biggs and Wedge take advantage as Cloud draws their attention, and they start to run up the metal stairs.

Cloud and Aerith attack the group of soldiers on the ground, Cloud brutally slashing through enemies with his sword and Aerith blasting ice magic from her staff. She freezes a handful of soldiers as they run toward her, and Cloud swings his sword and shatters them.

"Shit… way more than we thought… you handle the rest! I need to help them pant the bombs!" Cloud jumps and sails to the reactor, landing somewhere close to the bottom of the stairs. As he climbs them, he comes across a few dead soldiers and Wedge & Biggs, who are both lying in a pool of blood. Their bodies are riddled with gunshot wounds.

Biggs raises a bloody hand, a single thumb sticking up. "Go… ahead Cloud… we're done for, but we managed to deactivate the security… you should be able to get inside the reactor easily…" He sighs and lies flat against the ground, dead. Cloud curses loudly and continues to sprint up the winding stairs. "Jesse… please tell me you're okay…"

He rounds another corner and sees bright red hair on the ground. Jessie is lying on metal, with two dead Shinra soldiers on either side. She has a gunshot hole in her back. "Damn…" Cloud crouches down and cradles her.

She coughs up blood. "Thanks for saving me before, but this time ya can't do anything! So stop wasting everyone's time, drop me and get your ass to the top of the reactor!"

"I'll be back, Jessie. We'll get you when we come back down, I swear!" Cloud looks down and sees that Tifa and Barret are catching up. He gently sets down Jessie continues up the stairs, finally reaching the top platform , which has a massive system of computers splattered with blood.

Hearing a loud, repetitive noise he turns around. A black helicopter is flying over the reactor, and a short, obese man with blonde hair and a red suit is standing in it, chuckling. Barret and Tifa finally reach the top of the reactor. "Shinra!" Barret bellows, scowling.

"Hello to you too, slum dogs. And if it isn't our favorite little traitor, Cloud Strife! How are things, first-class SOLDIER Cloud?" President Shinra gives Cloud an evil smile.

"EX-SOLDIER, _President_." Cloud takes his sword off his back.

Barret raises his machine-gun arm and the barrel begins to spin with a whirring noise. "If you're done reminiscing with Shinra, I'm gonna go ahead and kill that son of a bitch."

Shinra quickly pulls a girl into view, and it is Aerith. She is bound and gagged, but her eyes look fearless. "I don't think you'll fire a single bullet, unless you want poor Aerith here to suffer the consequences."

"Shit…" Barret lowers his arm, and the helicopter begins to fly away.

"Oh, and you might want to get out of sector seven… I've heard theres going to be some… heavy rain."

With that, he flies off and all three friends curse in unison. Barret looks confused. "What did he mean, rainfall? Theres no rain in Midgar, its covered by plates…

Suddenly a deafening explosion rings out, and they look of into the distance. They see the support pillar for the plate over Sector Seven, which has something attached to it. Suddenly an explosion rips the pillar apart, and the massive metal plate above shakes and with a screech begins to descend slowly.

Barret cries out, "HOLY SHIT! HE'S BRINGING THE WHOLE PLATE DOWN!"

Clouds blue eyes widen. "That'll destroy the whole sector…" He thinks back to Tifa's bar, where Barrets four year old daughter is. "Fuck!" He turns and sees a long zip line-like metal cable stretching from the top of the tower. "Well, it looks like this is our only chance, guys…"

Barret screams, "What about Marlene, huh? What about the bar? Huh!?" Cloud puts the handle of his sword around the cable. "Both of you grab on to me."

Grumbling, Barret grabs Clouds waist. Tifa jumps on Barrets back and they jump from the reactor, Clouds handle skidding and sending sparks. They were at about a hundred feet, and sailed down finally hitting the ground and rolling. They fly off a large steel gateway and into a small children's park, skidding through the sand. Cloud smacks his head into the base of the slide. The park they have landed in is right outside of Sector Five.

"Ow, shit! Why do they make this out of such hard material…" He gets up watches as the huge metal plate that had acted as the sky for Midgar falls toward Sector Seven. "Oh my god…"

Suddenly, from within the sector, twin beams of emerald light strike the plate. The massive piece of metal glows green, and then vanishes in an instant. It reappears a moment later, and crashes harmlessly into the ground a few miles off.

Cloud looks off in the distance at the massive plate crashing harmlessly into a mountainous formation of rock. He begins to laugh. "Take that, Shinra!"

Barret laughs as well and begins to cheer and dance in place, a sight that almost disturbs Cloud. "Marlene's safe! My little girl is safe! Wooooohooo!"

Tifa sighs in relief and stretches, "Yeah, but who or what did that to the plate? It looks like they teleported it."

Cloud nods and a small yellow orb clipped into the bangle on his arm begins to glow slightly. He closes his eyes.

"Yeah, I can sense a life-form somewhere in the city. It has a high power level and it's moving at pretty high speeds too… that's all I can sense at this distance though." His smile fades as he thinks of Aerith. "We need to get to Shinra Headquarters. That's the only place they would take Aerith."

"Mind if we tag along?" From behind them hovers two figures. One of them is female with wavy white hair that reaches just past her ears. She wears a skintight black suit, like for a spy, and a pink heart-shaped breastplate. She has white leather gloves that reach past elbows, and white boots about the same length. Pink metal hearts are on the toes of her boots. From her back sprouts a pair of pleated wings, like a bat. She wears some light blue eye-shadow over her sky blue eyes. As she lands she brushes a lock of her hair from her face, and tucks it behind an ear. It becomes evident at this point that her ears are pointed.

A metallic CLANG sounds as her companion lands beside her. This one is a hulking robot with wide shoulders. His fingers are knife-like, almost claws that are set in thick forearms. It's chest is wide, and two red lights stare at Cloud's group like eyes. On his left shoulder is a Greek "Omega" symbol. All in all, this robot gives the impression of a walking _tank._

The girl raps her knuckles on the robots torso, "My name is Rouge, and _this_ is E-123 Omega. From the looks of things we'll be looking for the same thing here pretty soon."

Omega looks towards the city. His voice is a bassy, robotic monotone, "Affirmative… Shadow's energy signature is indeed resonating from the city. It is logical to assume Chaos Control was used to rescue its inhabitants."

"Nothing escapes you, does it?" Rouge raises an eyebrow at Omega.

Barret looks at the strange girl and then the robot, then the girl again and continues to look back and forth between them. "What the hell? Chaos what?"

Cloud stares at the girl, somewhat stricken by her beauty. "Uh… he said Chaos Control, Barret. But I also want to know, what does that mean? And I'm guessing "Shadow" is what I sensed in the city, huh?" He remembers the question that the strange new girl had asked him.

"And yeah, of course you can come with us Rouge! You guys look like you would both be useful in an invasion."

Tifa notices Cloud staring at this new girl and her powerful fists clench in anger. "And just where are you two from? Omega looks like a damn Shinra robot, why should we trust you?"

Rouge blinks, "Honey, I don't any idea what the hell a Shinra even is." She turns back to Cloud, "And Shadow's not a _what_, he's a _who._ He's our partner, but we got separated."

Omega's head turns one-hundred and eighty degrees to look at Rouge, "We will be able to debrief our new allies at a later time. For now we need to locate Shadow as soon as possible."

Rouge nods, "Right, let's go. We saw your landing, so I assume you can move fast?" She directs the question at Cloud's group as she spreads her wings.

Cloud holds up a hand. "Whoa whoa whoa! We need to save Aerith, that's _our _prime directive. If we come help you find your friend, can he use that teleportation thing to take us to save ours?"

Tifa puts her hands on her hips. "I don't think it's a question of _can, _Cloud. The question is, _will _he?"

Rouge smirks, "I won't lie, Shadow's not the friendliest guy you'll ever meet, but he's not about to let innocents die. He swore he wouldn't."

"Rouge," Omega reminds her.

"Right, right. So, you'll help us?"

A sudden explosion comes from the city.

"Damn! Shadows power is getting closer. And it looks like he's surrounded by Shinra troops." Cloud looks back over his shoulder, facing the city. "Come on."

He jumps and flies through the air above the entrance gate, sprinting along pipelines toward the train station. "Wow, I've never seen the Sun directly over Midgar like this. It's kind of weird…"

In the light he looks down and sees a huge crowd of blue and red Shinra troopers in a circle, pointing their weapons to the middle.

"You are under arrest by order of President Shinra!" A soldier calls out.

Cloud chuckles as he turns to watch the others catch up. "I bet Shinra _is _mad, hahaha! His little plan to smash us failed, so he probably hates this Shadow guy as much as he hates us now."

A flash of gold dives straight through the ranks of soldiers. Explosions erupt in its wake. One solider is sent to eye-level with Cloud, and a moment later another figure appears over the soldier. He wears black pants with red triangular stripes reaching from his ankles to his knees. He also wears a black jacket with similar stripes adorning the sleeves, and white fur lines the inside of the halfway open front. On his hands are white leather gloves with golden rings secured on his wrists, and a matching pair of rings on his ankles. His black hair is swept back in thick spikes with red streaks, and he wears a pair of heavy looking red and white shoes.

The new figure axe-kicks the solder back down into the crowd. Air burst from the bottom of his shoes, allowing him to flip backwards onto the rooftop. His crimson eyes catch a glimpse of Cloud, and assuming him to be an enemy he charges the warrior.

Rouge lands in front of Cloud, hands held out, "Whoa! Shadow, hold up!"

Shadow skids to a stop a few feet in front of them. His fierce expression doesn't change, but a look of confusion sparks in his eyes.

"Rouge?" His voice is deep, and a little gravely, "Is that really you?"

She smirks flirtatiously at him, "Unless you know someone else this fine."

Shadow relaxes his stance, "Yeah that's you…" Omega lands a few yards to his left.

Cloud smirks. "If it weren't such a dire situation, I would be glad to go at it." He turns to Rouge and raises an eyebrow. "Either way, I found your friend, right? So let's get going." He points toward the center of Midgar at a huge distant building. "That's where we need to go. God knows what they might do to Aerith…"

Tifa catches up and jumps along the pipelines skidding to reach the others. She raises a fist at Shadow. "Did he try to attack you, Cloud? What's going on?"

Shadow crosses his arms, and narrows his eyes at Tifa, "Mind your tone girl, and who says I have to help _any _of you?"

Rouge steps up to him, "Shadow, these people know this place better than we do. They can help us, and one of their friends is in danger. You saw what almost happened to this city, can you really leave her to these Shinra bastards?"

"Yes I can," he says without pity. He holds Rouge's gaze for a minute, and then says, "But I won't."

He turns to the building Cloud pointed to earlier, and looks at Cloud's group from over his shoulder, "Just so long as these amateurs don't get in my way."

Clouds yellow orb glows again. He closes his eyes. "You seem to strain yourself when you use that teleportation power. We can meet up at Shinra HQ, everyone try and get there as fast as possible."

With that Cloud blasts off toward the building across the industrial playground of midgar, jumping across rooftops and machinery. Tifa follows close behind him, and Barret finally catches up. She turns around, "Come on Barret! Meet us at the Shinra building!"

"Hmph," Shadow activates his shoes, and skates after them at supersonic speeds. Rouge, and Omega take to the air, and fly after him.

Shadow is soon neck, and neck with Cloud. He looks at Cloud out of the corner of his eye, "Omega, and I will attack head on to provide a distraction. Rouge is a master theif, so she'll use the vents to find the security mainframe, and shut it down. The rest of you get in there, find you friend, and _get out fast!_"

With that he rockets forward even faster.

Cloud slows down, letting Tifa and Barret catch up to him. "Hold on…" He locks arms with both of them and faces opposite of ShinRa corp. with his palms out. A green orb clipped into the bangle on his arm glows and he exerts himself, blasting fire in a concentrated stream like a jet turbine. All three of them rocket toward ShinRa HQ at incredible speed, barley catching up to Shadow. People on the streets glance up startled as Cloud steers them away so as not to burn their new friend, and begins to skid to a stop as they reach the building. The fire starts to dissipate as they tumble and smack into a dumpster, mostly destroying it.

Cloud sits up in the wreckage and removes a plastic bag from his spiky hair. "That was pretty dangerous, but it was cool as hell!"

Tifa and Barret emerge from the twisted pile of metal, trash falling off of them. Tifa spits out a banana peel. "Yeah, let's _not _do that again."

"Amateurs," Shadow growls as he dashes for the front gates. He leaps into the air, his hands glowing with golden energy.

"Chaos Spear!" A bolts of golden energy flies at the gates, blasting a large hole in them. Omega comes up behind Shadow a moment later, his hands retracting into his forearms before being replaced by a pair of Mini-Guns.

"Annihilation," he intones before opening fire all around the inside of the base. The receptionists dive for cover as the guards open fire. Shadow charges at them, his eyes trained to follow supersonic speeds finding holes in the bullets flight path. The bullets bounce harmlessly off of Omega's hull as he returns fire.

Outside Rouge lands beside Cloud, "And that's how Shadow makes an entrance."

Barrets expression tensed. "Jeez, bunch a drama queens, the lot of ya! Reminds me of someone else I know…" He looks meaningfully at his blonde comrade.

Cloud smiles and jumps into the entrance, noticing many Shinra soldiers are already dead but dozens more simply pour out of huge metal doors and down the stairs, firing their weapons. He blasts the doors with fireballs, melting and closing them off. Then he holds out two hands and twin columns of fire rise from the ground under the staircases and rips through them, so that now no soldiers can get to the bottom floor.

He looks back at the others confidently. "Let's take the elevator straight up to the conference room, that's our only chance at hearing their plans for Aerith. We're going to have to crawl through some vents, so with any luck we might even meet back up with Rouge."

Shadow rounds on Cloud, "A distraction is typically used in a Divide and Conquer strategy. You were supposed to find another way into the building while Omega, and I concentrated them here, _genius._ Now they know we're all here!"

Omega looks at Shadow, "We are wasting valuable time with this bickering. We must press on."

Shadow growls, and whirls away from Cloud. Cloud chuckles, spinning his sword and strutting to the elevator and pressing the button, waiting for it to open. "Don't worry Shadow. If we went around, it would take us literally the whole day just to try and navigate this godforsaken place. Better we just take a straight shot to floors below ShinRa himself…"

The elevator beeps and slides open. It is full of armed guards and two blue humanoid robots with clawed metal arms. The soldiers open fire and the blue androids raise their metal arms spraying red spheres of energy from cannon attachments on their palms.

Shadow closes his eyes, and the robots freeze. He snaps his fingers, and suddenly every single one of them blows up in rapid succession. They rush into the large elevator, all five of them fitting in easily with much room to spare. "Uh… Barret, what floor are we trying to get to?"

"Go for 68, that's where it is supposed to stop according to the data that Wedge has stolen before he died," Barret grunts. "The master elevator can only be accessed after we get to him, it's in his office. We'll have to go up another few floors to get to him."

Cloud presses 6 and then 8. The elevator beeps and begins to move. Suddenly the beeping becomes fast and chaotic, and the floor number changes from "1" and starts randomly flashing different numbers. Barret curses. "They're making us stop at random floors! Be ready for a fight!"

The elevator screeches to a halt at floor 50. The doors open and a platoon of blue, claw-armed robots is waiting outside, and behind them are two warriors wearing baggy pants just like Clouds. They have blue helmets that are pointed in the back, and metal visors over their faces like knights. Each has two green orbs clipped into bangles on their arms, and carries a large, threatening broadsword on their back, though not as large as Clouds.

Omega opens fire on them, specifically targeting the swordsmen. The blue robots rush in front, taking most of the fire, their rubbery blue flesh torn to shreds. The two swordsman pull their swords off their backs and deflect the bullets effortlessly, and enter the massive elevator. Tifa lunges at one and throws a punch, which he blocks with his sword, resulting in a loud impact and shockwave and he flies back. Barret backs away and blasts covering fire at the swordsman from his Gatling arm as Cloud clashes swords with the other, gritting his teeth he calls out to the others, "These guys are SOLDIER, like me! Be careful!"

Shadow's hands glow, and he throws a pair of Chaos Spears that obliterate the SOLDIERs' swords. They look at each other and immediately back off, green orbs glowing. Fire begins to rage in one's hands, and lightning in the others. They both push their palms out forward and blast huge streams of flame and arcs of lightning into the elevator. Clouds own bangle clipped with green orbs begins to glow and lightning crackles in his hands. "Shadow, do you have some sort of attack that can charge through that flame attack and repel it?!" As he asks Shadow this he neutralizes the SOLDIER's lightning with his own, crackling bolts colliding and dissipating.

"Yes, but it would also bring this entire damn building down on our heads!" He crouches into a running stance, "I haven't tried this since I got here, so you might want to stand aside." He closes his eyes, and bows his head. Spikes of golden energy, like blades, curve from his shoulder, and back. In a move that defies physics, he suddenly spins in place like a tire burning out. He shoots straight at the SOLDIERs, tearing the two in half before anyone can blink.

Shadow stands, "Nice to know I still have all my abilities here." As he heads back to the elevator the blades vanish.

Cloud pumps his arm and cheers. "Great start! You guys are all just lucky they weren't 1st class like me, or you'd probably be dead…" he smacks the elevator button as he notices more troops emerging. The elevator blasts off, numbers still flying randomly. "Shadow, can you see what numbers are flashing on the panel up there? It's too damn fast. If you can see when we are near floor 67 or 68, we can stop the elevator in time."

Shadow raises an eyebrow, "If _you're_ first class then this world is truly pathetic." He steps up to the button, elbowing Cloud out of the way. He watches the numbers flash by, and then suddenly presses the button to stop the elevator on floor 67.

"Now let's get this over with."

The elevator screeches to a halt and everyone sails into the ceiling. Barret unleashes a torrent of incredibly colorful language and looks at Shadow disdainfully. "Jeez… meeting this Shadow guy makes me actually _like Cloud_."

Cloud turns and punches Barret in the arm. "What the hell is that supposed to mean?"

The doors slide open and they look out into a luxurious office. A group of employees operating a complex machine turn around and their eyes widen. "Gahhh! It's AVALANCHE! Please don't kill us!" They drop to the floor covering their heads and whimpering like puppies.

"Relax, we ain't gonna kill ya… but we wanna know where exactly the Conference Room is." Barret says in his deep, gruff voice as he strolls out of the elevator. Although he hated Shinra with a passion, he couldn't help but be merciful to weaklings. After all, they were just trying to make a living. But if they weren't willing to cooperate, that was a whole different story… He points his gatling gun at them. "You got about five seconds before I turn ya into swiss cheese!"

A man in a suit stutters. "W-w-we aren't far above it! Those vents will lead you directly to it, if you're willing to get dirty." He points at some large vents on the wall near the floor.

"Thanks, thanks… NOW GET IN THAT CLOSET!" Barret bellows with laughter as the Shinra employees stumble over themselves to rush into a storage closet. Cloud calls out. "Oh, and tell us if you have any Materia hidden around here, please, or we'll kill you…"

A voice yelps out from within the closet. "Look in the vending machine we were using when you… _arrived_." Cloud thanks them and turns to the large, bulky machine the employees had been tinkering with. He punches it and it opens, and mass of crystalline orbs cascades from inside and drop to the floor, rolling around like marbles. "Oh, yes! Jackpot, we just found a bunch of Materia guys!"

Shadow picks up one of the purple orbs, "Interesting… What did you call these, Materia?" As he stares at it, it seems to pulse in his hand.

He puts his wrist to his mouth, and speaks into a communicator, "Rouge, how are things on your end?"

Rouge replies, "Honestly I'm a little bored in here. Whoever designed these security systems didn't have a decent budget. It looks the conference room is full of suits, top brass ones by the looks of them."

Shadow looks at the others, "Catch that?"

Barret cries out. "The President and all his suits in one room eh? Sounds perfect."

Cloud turns to Shadow, taking the purple orb from his hand and waving it slightly in front if his face to emphasize its importance. "Yep, these little orbs here basically sum up the reasons we are fighting Shinra. Shadow… do you know what lies beneath the Planet's crust?"

Shadow snatches the Materia back, "You can lecture me about it later, right now I believe you have a friend in danger. Not that I care, but once I start a mission I damn well _finish it._"

He shakes a finger. "Shinra may take Aerith away, but not while the buildings on lockdown. And he won't hurt her either- he wants her for something. As I was saying, under the Planet's crust flows an unimaginable amount of radioactive energy. This is the life force of the Planet, what keeps it flourishing. And Shinra has made billions of dollars sucking it from the planet and turning it into energy- they are killing the Planet, and we want to stop them. Either way, this is how Materia works: There are four kinds."

Barret rolls his eyes. "Better just let Dr. Materia explain, Shadow, or we might be here a while… either way, I… kind of wanna hear this. I don't know shit about Materia."

Cloud punches Barret again and continues. "Yellow Materia is Command Materia, each one has a specific ability. They give you special powers that won't drain your personal energy at all, so they can be used indefinitely. Green Materia allow you to perform certain spells (depending on the Materia, of course) like Ice magic or Fire magic at the cost of your body's own magic energy. Red Materia is arguably the most powerful, named Summon Materia as it lets you summon high-powered monsters and control their minds. Finally there are blue Materia, which can be linked to other Materia for various effects. For instance…" He picks up a pale blue Materia by Shadows foot and looks at it closely. "This is an _ALL _Materia. That basically means it can duplicate spells- for instance if you have an ALL Materia linked to a Fire Materia, you will fire multiple fireballs for the cost of one! The only catch is that it will always fire the same amount of spells as there are enemies in front of you." He looks satisfied. "Get the connection? Shinra manufactures Materia by compressing Mako into crystal form."

Barret cuts in. "Don't ya see, Shadow? The Lifestream the source of all life, that means that it's the source of human life as well, and its being sucked out to power machinery! Imagine, the souls of your dead ancestors being used to power your goddamn toaster!"

Shadow's eyes widen as the thought of a certain girls flashes through his mind. Her name slips from his lips, "…Maria…" He stares at the orb in his hands in horror.

Then he growls, and the air around him thickens with energy. His eyes seem to glow red as he stares into Cloud's face. "After you get your friend, _run…_ I'm going to _level_ this building with every one of these Shinra fucks inside!"

Omega takes a step back, "Shadow, please calm yourself."

Red energy seems to crackle over Shadow like lightning.

"Yeah yeah, fine by us. Let's take things one step at a time, and doom…" Tifa quips as she tightens one of her steel-plated gloves. She sweeps low with her fist and smashes through the vents, and bends over (Cloud coughs uncomfortably) dipping into the large vent space.

Shadow takes several deep breaths before following after. Omega turns to Cloud, "Error, I will not fit in that ventilation unit."

Cloud puts a finger on his chin. "Good point, Omega. Can you wait here and guard the entrance to the vent? We'll come back this way after we find out what the hell's going on and get ya."

"Affirmative," Omega stands beside the vent.

Shadow raises an eyebrow as he crawls through the vents, "You remind me of Rouge girl. Only difference is that she doesn't wear a skirt when she knows men will be crawling behind her."

"WHAT DID YOU SAY?" Shadow suddenly flies backward out of the vent, a shoe mark on his face and smacks into Cloud's knees, bringing him to the ground.

Cloud opens his glowing eyes, inches away from Shadows crimson ones. "Why'd you have to piss her off, Shadow? Do you like to get kicked and punched, and the like?"

Shadow promptly punches him in the jaw, "This time _you_ go in behind her." _That girl possibly kicks harder than Rouge._

Cloud takes the punch and grabs Shadows arm pulling hard in a certain way to make him flip over backwards. He looks down at Shadow who is flat on his back and smiles widely. "It would be an honor."

"Shut up and get in here, Cloud." Tifa sounds stern but inside the vent she is smiling. They shuffle into the vent, Barett's giant muscles barley squeezing through. They look through vents down into various strange rooms, until they see a large table headed by a familiar fat little bastard in a red suit. President Shinra looks stern and angry as other suited people shuffle into the room and sit down.

An obese man in a green suit with facial hair like Blackbeard speaks up. "ShinRa! Tell us what the hell is going on!"

"I don't have any idea, you fool! That's why we are calling this conference! This Shadow person seems to think he can stop Shinra. _Wrong._" He pulls out a laptop that shows a bird's eye view of Sector seven, particularly focused on Tifa's bar. He presses a single key, and a massive fireball erupts from under the bar and blows through sector seven, the shockwave ripping buildings to pieces until it hits the camera and the screen goes to snow.

"_FUCK!" _Hisses Barret. "Marlene! No…"

President Shinra looks startled. "Did anyone hear something? I thought I heard a Fuck." He looks suspiciously toward the vent and a woman in a red dress sitting near him bursts out laughing.

"I am not joking, Scarlet." His voice is pure contempt, and Scarlet immediately stops laughing as panic strikes her face.

"…Anyway, as you can see I just detonated Sector Seven. But here's the best part: We used the mainstream media to frame AVALANCHE for the bombing!"

Clouds eyes widen and the blue glow spreads across Tifa and Shadows faces, and he whispers, "Crap! Crap crap crap! Fuck you, Shinra…"

Barret seethes, his eyes bulging. He was the last person to crawl in the vent, so his back is facing the darkness. He starts to back up. "I'll… be… out there with Omega." He starts to scoot backward.

Cloud shakes his head, "Poor Marlene… only four years old. She was Barrets daughter, and she was in that bar…"

Shadow's face looks impassive with his usual scowl. "…I've got this joker. Go find your friend." The blades of energy appear on his back again, "Now…"

Cloud holds up a hand. "Wait! I see someone else coming in!" Through the vents they can see a man in a white lab coat with a long, greasy black ponytail. He is walking into the room, chuckling as he reaches the table. "Quite a show, ShinRa. And what a smart little idea, framing AVALANCHE… "

ShinRa raises an eyebrow; his fat smug face does not look amused. "Yes, I am smart aren't I ? And so are you, right? You _are _our top scientist, so why don't you have an analysis of the Ancient yet?"

Cloud hisses, "Aerith…"

Hojo looks off dramatically, trying to toy with Shinra. "Perhaps if I had more funding, my research would be dramatically improved…"

President Shinra gives him a dark look. "You will not be given another raise. You will tell me the status of the research and then you will go _continue it._"

Hojo nods. "So far she is very similar to a normal human anatomically, except she seems to be able to call on magic power without using Materia." With this he spins around and begins to walk away.

"_We need to follow him!" _Cloud whispers and they begin to crawl along the vent the same direction as Hojo.

"_You_ go," Shadow snarls quietly. "I'm going to kill everyone in that room." He takes a running stance.

Suddenly the floor falls through and they are moving past a startled Hojo, who Cloud notices is walking to a large yellow and black striped platform, which hisses and begins to ascend. The entire vent system seems to have unhinged from the building and has completely fallen through the floor in the waiting area front of the Conference room, and goes through another couple floors before stoping suddenly as it impacts with the ground. Cloud rises from the wreckage and looks around through the dust, they are in a huge metal room chock full of whirring glowing machines. "Shit…" he rubs his head. "Let Barret have Shinra- look over there!" He points to a large track for a lift, with black and yellow stripes. "We just need to take that lift and we'll find Hojo and Aerith!"

Shadow looks at Cloud for a long minute before nodding. The blades fade, "He has more right than I do. Let's move." He heads for the lift, Cloud Tifa and Rouge close behind.

They hear heavy footsteps, more than one persons worth. In fact it sounds as if the entire Shinra military force is approaching… Cloud uses his yellow Sense Materia. "It's Barret and Omega!"

A massive, foot-thick bay door suddenly is struck from the other side, and an oblong shape is imprinted into the thick steel. A few more loud bashes and the doors break off their tracks and quake the floor violently as they crash into it, almost bringing the heroes through the floor again. Barret steps out, his eyes gleaming with rage.

Omega stands behind him, "Objective obtained, annihilate ShinRa Corporation."

Shadow stares at Omega, "After we get the Ancient out of here I'm going to level the building Barret. Focus on the mission for now."

"GRRR! DAMN RIGHT WE GONNA LEVEL IT! I WON'T STOP UNTILL THIS MOTHERFUCKING BUILDING LIES IN GODDAMN RUINS-"

Cloud stares into Barrets eyes and he looks at the ground shamefully. "They're gonna pay for what they did to my baby… but Shadow's right." He looks at Shadow. "And her damn name is Aerith, kid. The Ancient is what _ShinRa _calls her."

Cloud closes his eyes and nods slowly as he presses a large red button housed in a small console next to the lift track. A loud humming noise sounds and they hear the lift descending. "Just keep it together, Barret. If we fall through the floor again, I don't think we'll ever find Aerith…"

Barret looks even more ashamed, rubbing the back of his neck with his real hand. "Yeah, about that… when I saw what ShinRa did, I just couldn't stop myself! I started blasting holes in the walls and before I knew it, the vent you guys were in started to unhinge from the wall…"

Clouds eye twitches slightly. "You were firing bullets at us?" The lift appears at the top of the room, coming down from the high ceiling incredibly slowly.

Barret is taken aback, "No way! The whole damn room came down around us. Luckily this huge metal bastard broke my fall, mostly." He pats Omega on the back with a loud clanking noise.

"A pleasure to be of service…" If robots could sound sarcastic Omega would have done so.

Shadow ignores Cloud, and crosses his arms, waiting for their stop.

Tifa stretches and yawns, sitting on the base of a large, metal sphere. Cloud sits next to her and they begin to chat quietly, Tifa giving Cloud a devious look, "So Cloud… looks like maybe today you're going to have to fulfill that promise."

Arching an eyebrow, he replies. "I hope not, I don't think I can handle needing to save anyone else…"

She looks at the floor, embarrassed somewhat. She was supposed to be the damsel in distress, and Cloud was supposed to come save her, this but nothing ever went as planned. This was the second time Cloud was putting his life on the line for Aerith.

Barret steps up to the machine Tifa and Cloud are sitting on, "Move, lovebirds. There's something in here…" He looks into a small glass porthole-like window. Inside is glowing, otherworldly green fluid. Floating in the emerald liquid is a deformed, pale body, bluish and reddish and some places almost as if bruised. It is a female figure with large, strange breasts, one of which almost seems to have an eye for a nipple. She has no head, but a cleanly severed neck, and large dark red extensions sprout wildly from her back, almost like wings.

"What the! Wh-where's her head? Damn this fucking Shinra corporation, these people are sick!" He pounds on the glass but it doesn't give way.

Cloud snaps, "I told you, stop trying to break everything. You already messed up one chance to kill Shinra."

The lift finally reaches them. Barrets rage begins to return. "What the fuck did you say to me, SOLDIER? I'm sorry, are you in love with Shinra again, instead of Tifa?"

Cloud bites his lip. "I'm sorry about Marlene. But you've been acting like an idiot, Barret. Shadow was about to kill Shinra, we could have just tortured Hojo to tell us where Aerith is…"

Barret gets an inch from Clouds face. "When you have a daughter, you can tell me how you think I should act!" He retracts his Gatling gun, and a spiked fist comes out, and he throws a deadly punch right at Clouds head.

Shadow grabs the bulky arm, and holds in at bay with ease. His crimson eyes burn into Barret's, "Save it for those who deserve it."

Barret shakes his head, "I'm sorry… without Marlene, I just can't make any sense of this damn world…" He lowers his metal fist and looks at the lift, tears welling up in his eyes as he and the others begin to walk forward. Tifa pats his human arm gently, "Aww, Barret… I know, she was wise beyond her years."

Barret begins to wail, a deep and quite disturbing sound. "She was only four years old, but she was wiser than me! She could have grown up to change the world, she really could have…"

Cloud whispers to Shadow, "He's always been thick headed, and passionate about destroying Shinra, but I think he's really starting to lose it… we need to find a way to calm him down…"

Shadow blinks, and then nods. He puts a hand on Barret's shoulder, "I know how it feels to lose someone… her name was Maria. This lift is taking so long we probably have time for me to tell you the story."

He looks Barret in the eye, "For now it will suffice to say I was so consumed with grief, and a need for revenge that I almost succeeded in destroying the planet. There will be a time to mourn later, but for now we fight for those we have lost."

Barret looks around, and the gatling gun reappears in his hand. "Damn straight. But Shinra is mine- I'm gunna put a bullet right in his fat little head." The lift reaches the ceiling and a panel opens as they rise into a large laboratory, with an observation deck stationed over a huge glass bubble. Inside the glass dome is a familiar girl in a pink dress that they all know and have come to love.

"Aerith! Cloud jumps like a spider monkey, sailing at the glass and smacking into it. "Don't worry, we're gonna save you!"

A voice rings out, dark and scratchy. "Back away, or she may be harmed."

Hojo emerges at the observation deck in his blood stained lab coat, and he presses a button on his control console. A platform rises up within the bubble, and a firey, reddish orange dog-like creature is carried into the glass with Aerith. His fur seems to wave in the air unnaturally and his tail is tipped with flame-like energy. He has a dark mane and large fangs, and the roman numeral XIII is burnt into his fur on the side of his body. Tribal tattoos wrap around his front legs, one around his back. Earrings hang from his head, behind each ear he has a feather that glows slightly and below light reflects off gold anklets that adorn his legs. He throws back his furry crimson head and roars.

"The Ancient must… mate with this creature. They are both the last of their kind…"

"Hmph," Shadow cracks his knuckles. "I don't know much about this world, but this seems universally sickening."

Omega points his guns at the scientist, "Release the girl, or we will be forced to annihilate you. You have ten seconds to comply."

Hojo cackles. "Go ahead and kill me, by all means. Then Red XIII will tear that girl apart! Gahahah!"

Cloud grunts, "Forget about that asshole Hojo! Just break that dome, and don't you dare hurt Aerith!"

Hojo screams, "No! Don't you dare! The experiment will be ruined!"

Shadow smirks, "Chaos…" The purple Materia in his hand glows.

"Control!" In a flash of purple light Shadow stands with Aerith in his arms outside the dome, Red XIII standing several meters off to his side.

Shadow gives the scientist a grin that would make most shake at the knees, "Assuming you survive, tell your master that the Ultimate Lifeform sends his regards."

Hojo whimpers, but he is too insane to resist talking back. "ShinRa is _not _my master, you little pretty boy! Buh… but please… don't kill me!"

Cloud jumps up and punches Hojo in the stomach, then spits on him and he falls to the ground. "You're lucky we _don't_ kill you." He glances at Shadow. "Let me see that Materia, Shadow." He takes it without waiting for reply, as he has become very curious. He reads the inscription on the passive Materia: "Energy Flow Materia."

"What the hell…?" Cloud has never seen a Materia like this before. It had to have been made spefically for people like Shadow… He decides there is no time for speculation and hands it back to his friend, "Now all we have to do is hop on the elevator! And don't worry Shadow- you'll have the chance to annihilate the building, but for now lets just get the hell out of here."

Aerith holds out a hand. "Wait! Red XIII should come too."

The crimson lion-dog looks at the floor, and surprises Cloud, Barret and Tifa by speaking in a clear, deep voice. "I hope I didn't scare you, Ancient girl. I was only putting on a show for Hojo."

Clouds mouth opens and hangs agape. "You can talk?!"

Aerith smiles, "Yes he can! And he's very good at conversation, not as meat-headed as you guys… she winks at Cloud and rubs behind Red's ear.

Cloud taps his foot, "Sure, the more the merrier. Can we please leave now?"

Shadow sets Aerith on her feet, and holds out his hand with the Materia, "Then let's be gone…"

Omega whirls his Mini-Guns, "Agreed."

They pile into the main elevator, and Cloud begins to press the button. Suddenly a bald mulatto man in sunglasses and a black suit walks into the elevator behind them and raises an eyebrow, "Top floor, please." Without waiting he presses the button.

"Aw, damn…" Clouds hand moves toward his swords handle, but the man punches him in the stomach, causing him to drop to the floor and quickly cuffs him in glowing green handcuffs. He snaps them onto Shadow as well, and Tifa and Barret, and takes a strange green pulsating device from his pocket and sticks it to Omega, causing him to go passive.

Shadow growls while jerking at the cuffs, "What the fuck?!"

Omega's eyes power off with a whine. The bald man calmly crosses his hands as they rise to the top of the building and step out into a large room, facing a wide desk in front of a huge window that looks out across the dark city of Midgar. There at the head of the desk is President ShinRa, smiling smugly, with a few suits on either side of him.

"As I was saying, we do not need to rebuild sector seven, because as soon as we find the Promised Land we shall have all the power we need, and we will be able to build Neo-Midgar, my lifelong dream! Muahaha!"

Scarlet in her red dress is next to ShinRa, she lets out a horrible cackle. "Kyahahahah!"

Aerith's eyes widen. "The Promised Land is only for the Ancients, ShinRa. You'll never be able to set foot in it."

"We'll see about that, little girl." ShinRa looks as the elevator opens again. A man in a black suit with wild red spiky hair tied back into a bushy spiked ponytail walks in, holding a mako-powered cattle prod. His predatory face spreads into a wide smile as he pushes Rouge out of the elevator, who is also cuffed.

One of the men sitting by ShinRa, a man in a blue suit named 'Reeve" with black hair and a goatee widens his eyes when he sees Rouge. He stares at Shadow and his hands clench slightly, but he tries to hide his nervousness.

Rouge shrugs, as if she doesn't notice the cuffs, "They got me while I was on my way out. It looks like they got you too."

Shadow gives the President a malicious grin, "Not for long… I promise."

The two black suited Turks stand on either side of the cuffed heroes. Shin Ra scowls at Shadow, "You will die in this building. Take them to the holding cells, Rude & Reno." The two black suited men walk behind the group, threatening them with the cattle prod.


	2. Chapter 2

**Chapter Two**

Aerith, Tifa and Shadow are in a holding cell. Aerith lies on the bed, stirring awake. "Ughh… what happened?"

Tifa is sitting against the wall, "I think they drugged us somehow. I can't feel any power, so they're still suppressing us in some way…"

Shadow just frowns as he leans against the wall with his hands behind his head. Drugs don't work on him, but he wasn't about to abandon them. "It's the cuffs," he explains. "The moment that man put them on me I couldn't feel the CH- the Materia anymore."

"So that's what knocked us out? Makes sense… ShinRa develops such evil technology." Aeriths eyes become heavy with sadness.

There are two other cells on either side of the middle one containing Shadow and the two girls. In one of them Barret is passed out on the bed, sitting on the floor are Rouge and Omega. In the other cell Cloud is curled up with Red XIII. He begins to wake, "Ugh… wow Red, you're so soft…" He starts to drift back to sleep when he hears Aerith's voice, "Aerith! Is that you?" He runs to the wall and raps against it hard, it seems to easily absorb the impact.

"Cloud! Yes, I must be in the cell right next to you… I'm so glad they didn't separate us!"

Cloud sighs heavily, "Me too, I'm so glad we found you Aerith!"

Tifa's jealous voice rings out, "Jeez, should I cover my ears? Sounds like things are getting personal..."

"Tifa! I didn't know you were there!"

Another voice rings out, Barret this time. "Yeah, looks like we're in three different cells. I'm in here with the Tin can and Batgirl."

"And I'm thrilled out of my mind," Rouge announces sarcastically.

Shadow speaks up, "I'm in here with Tifa, and Aerith so I'm guessing that means Cloud is with Red. These cuffs are going to be a problem since we can't stay here."

"Omega might be able to do something about them, but you never gave me his access information Shadow." In her cell Rouge leans against Omega's offline frame.

Shadow bangs his head on the wall in aggravation, and to his surprise the wall completely absorbs the impact. "The hell…?"

Barret starts to growl, "These bastards can try to lock me up, but I'll kill 'em all for what they've done to Marlene."

Rouge folds her hands behind her head, "Down boy, we gotta get out of here first."

Barret scowls, "Think I don't know that?" He leaps and punches the wall and bounces back, smacking his head and almost flattening Rouge.

Aerith blinks. "OH! Barret, I took Marlene out of the city long ago! She is staying with my mother, perfectly safe and don't worry- my house is not in Sector Seven."

Everyone hears the sound of Barret's ass hitting the floor, and a sigh of relief.

Cloud rolls his eyes, "I wish we'd known this earlier…"

Red XIII's head pops up. "I can feel that it is getting close to nighttime. Unfortunately there does not seem to be anyway for us to escape our current predicament, so shall we try to sleep? I'm still quite tired; the sleep they forced us into was quite restless."

"I don't trust them to let us rest peacefully," Shadow says. "I can go without sleep for days, I'll warn you all if there's trouble."

Aerith and Tifa nod, Aerith almost instantly passing out. Tifa leans back against the wall and closes her eyes, soon everyone is asleep but Shadow.

Shadow pretends to sleep, but his senses are on high alert. He can't help wondering at the same time if this team AVALANCHE is really going to be as much of a help as a hindrance. So far the answer is "no".

A few hours pass. Suddenly there is a loud "_BANG!" _from a couple floors below. Suddenly night-shift workers can be heard screaming, and the cries are cut short. Something is wreaking havoc downstairs.

Shadow's eyes snap open, "No… It can't be…" He stands, and doesn't bother waking the others. If it's what he fears, then they won't be able to do anything anyways.

A horrifying alien presence is stirring downstairs. The tank containing the headless woman-creature is burst wide open. There is a loud, rapid series of pounding noises as something jumps into the elevator shaft and quickly crawls into the hallway where our heroes holding cells are. A dark figure comes around the corner, and the normally silent guard cries out and raises his gun. He fires but the bullets bounce of the figure and ricochet, and the guards blood suddenly splashes across the wall.

Shadow glares at the cuffs on his hands, and tries in vain to break them with sheer strength. Another part of his mind wonders just how the others can sleep through this. He hears a stirring in one of the cells, and guesses Rouge woke up. Shadow stands in the middle of the cell. Even with his hands bound, and his powers suppressed he can still put up one hell of a fight.

Suddenly Shadows body feels frozen as a numbing cold creeps over his body, and he and his friends are rendered totally immobile as if encased in invisible blocks of ice. The figure steps into the light, he is a tall man with silver hair framing his face in two long strands in the front, somewhat like Aerith's, but long and untied in the back, flowing down to his waist swaying gently as he steps. He wears a black trench coat wide open in the front and two large, multi-plated silver shoulder pauldrons with black straps that cross over his chest and he holds a katana in his hand that is seven feet long. He walks through the hallway, his emerald green eyes staring forward with his cat-like slitted pupils, his massive katana gleaming. He continues to the upper floors and more screams are heard.

Shadow blinks, that wasn't… Just _who_, or _what_ was that?! He notices the guard that the silver-haired man slaughtered has dropped his keys right next to the bars.

Shadow stares at the keys for a moment, and then grabs them. A small device in the rings seems to pulse with the energy cuffs on his wrists, and he grins. With a push of the button the cuffs vanish from all of them, and he unlocks the door with another key.

He chuckles darkly, and then shouts, "Everyone on your feet! We're out of here _now!_"

Cloud wakes up, startled and groggy. "Wha…? He rubs Reds fur and stands up. Tifa and Aerith do the same, and Tifa walks out into the hallway and stretches. Yawning, she blinks and realizes she is outside of her cell. "What the hell happened?" She looks at the walls and floor, seeing all the blood and gasps. Cloud sees her and cries out, "What the hell? How did you get out?"

Tifa spins around to Shadow. "What's going on? Did you kill the guards somehow, Shadow?"

Shadow rips open the doors to Cloud's, and Barret's cells, "I'll explain later, for right now let's get the hell out of here!"

"I concur," Rouge rubs her wrists. Shadow goes to Omega's back, and opens a command computer. A few minutes later Omega has rebooted, and is primed for combat.

"The master elevator is in ShinRa's personal office, where we saw him earlier. We can get to the bottom from there." Barret runs out of the cell, incredibly focused.

They climb the stairs cases to ShinRa's office, along the way every single employee that had been there is slaughtered, mutilated mainly by bifurcation. Entrails are scattered in some places, and some parts of the floor are drowned in shallow pools of blood. Tifa slips in it and almost falls. "Jeez, this is so fucked up…"

They finally reach the large, dark office where they had been cuffed earlier, the full moon shining through shattered, bloody glass. President ShinRa is in his chair, face on his desk and the seven-foot katana is lodged straight through his torso.

Shadow narrows his eyes, "Well, that's one less for us to take care of…"

Cloud starts to grip his head , lurching forward in pain. "That sword… Sephiroth! No! Fuck, I can feel the heat in my skull! NO, SEPHIROTH STOP!" He falls to his knees screaming and clutching his face.

Shadow stares at him, taking a defensive stance. Rouge takes three steps back, and Omega raises his guns slightly.

Cloud pants and puts his hands on the ground, "Shit! That sword, it belonged to an old friend of mine." He walks to the dead president and eyes the katana piercing his back. Barret begins to laugh, "Gawhahah! I'll be, ShinRa is finally dead! So this Sephiroth guy is on our side, right?"

Cloud gives him a grave look. "No. Sephiroth… he's supposed to be _dead._ There's no time to explain right now though- hey! Get back here!" A man in a green suit with shaggy black hair and a huge black beard pops out from behind the desk and tries to flee, but Cloud and Barret grab his arms on either side and he skids to a halt, squirming.

"Let me go, let me go!"

Cloud makes a fist in front of his face. "What happened here?"

"S-s-s-sephiroth was here… h-he killed ShinRa, and then he told me that _he _is going to take the Promised Land for himself! Then he jumped out the goddamn window!" He points to the shattered window, and the cool night air blows in suddenly, as if in response.

Aerith frowns. "Sephiroth wants it too? This is bad…"

Cloud asks Aerith, "What _is_ the Promised Land?"

Aerith shrugs, "I was never really told what it is. All I know is that before the Calamity from the Sky came, my people walked the earth in search of it."

Cloud throws Heidigger (The bearded Suit) to the ground and he scrambles off. "Wherever it is, it probably has more Mako than ShinRa ever saw in his life."

A black helicopter suddenly and alarmingly rises in front of the open window, blasting gusts of air into the room causing Clouds hair to flap wildly. A man with a blonde ponytail in a white suit hangs from the side of the side, double-barreled shotgun in hand.

Barret bellows, "DAMN! I forgot about his son, Rufus ShinRa! Shinra's just like a hydra, aint it? We cut off one head, and another just grows in its place…"

Shadow throws a Chaos Spear into the propellers of the helicopter, sending it to the ground below like a rock. He looks at the others, "I'm going to level this building in five minutes from now."

He leaps into the air, and Spin-Dashes straight down. He punches a wide hole in the floor, and by the sounds of reoccurring crashes he's punching through more every second.

Rouge catches on, "Express elevator going down!" She leaps into the hole after Shadow, followed by Omega.

The helicopter crashes into the ground and erupts into a ball of fire. Amazingly, Rufus crawls out of the wreckage, Rude the bald agent has shielded him with his own body and is scorched black. "You haven't seen the last of ShinRa! It's gonna take a lot more than an emo kid and his idiot little friends to stop _us_!" They run off into the night, Reno's cattle prod crackling yellow in the darkness.

Cloud dives through the holes in the floor and finally stops at the second to the bottom floor, smacking into the ground and cracking the tiled floor heavily. "We gotta get out of here, Shadow!" He looks to the right and notices he is in the ShinRa employee reward store, and there are two red motorcycles and a large yellow jeep slowly rotating on a platform in the center of the floor. "I think I have a plan…"

Tifa and Barret fall through, Barret standing at the bottom to catch the others. Red lands perfectly on his paws and Cloud quickly has them pile into the jeep. He jumps on a motorcycle and revs the engine, and blasts off on the Mako-powered vehicle driving straight through a window, glass shattering to bits as he flies out and lands on the road outside. Immediately a swarm of SOLDIERS riding motorcycles is deployed from large bay doors and begin to chase him, slashing their swords at him. He effortlessly deflects them and sends their motorcycles careening off the road, exploding. Dozens and dozens more SOLDIERS riding motorcycles come out of nowhere, blasting down the road after him.

Suddenly a deep red light flashes from behind them, and they feel heat on their backs. Rouge looks over her shoulder from within the jeep in time to see the wave of red energy blow out several of the lower floors. With a mighty creak the building begins to tilt IN THEIR DIRECTION!

Cloud calls out, "Level the building? He's gonna level us!" He races forward, but the building (larger than an entire sector!) is descending much faster.

Barret smiles, gritting his teeth and aiming his chain gun hand at the falling building. He's been through more crap today than he's been in a long time, and his emotions have been pushed to the limit. "I'm gonna use my Limit Break!" His chain gun spins and red energy begins to gather at the front of the barrel, becoming a large sphere of volcanic plasma the size of Barret's torso. Suddenly it blasts forward, the jeep lurching as he fires, and hits the falling building, tearing straight through it as it is reduced bits, debris exploding straight up into the air. Gravel and metallic dust rains on them from above as Cloud presses on, the jeep close behind him.

Shadow appears in a flash of purple light beside them, skating with ease. He gives Cloud a satisfied grin.

Rouge shakes her fist at him, "You almost killed us Shadow!"

"I'll let you know when I start caring."

Next to Rouge Barret has taken the wheel, he swerves hard just as two ShinRa bikers lunge at the Jeep and they lose control of their bikes, careening off the road as they skid with blasting sparks across the ground, disappearing into the dark. He turns to Rouge, "Darlin, I hope you know your friend there is an asshole. And I got a bad feeling that hes gonna get what's comin to him sooner or later…"

Cloud reaches the end of the road, and they are on the brink of escaping Midgar altogether. He skids to a stop, waiting for the others to catch up when he hears a loud clunk behind him, and the earth quakes slightly. "… I don't even want to turn around, do I?"

A massive vehicle with six spike-covered wheels has halted to a stop behind cloud. Built almost like a tank, sitting atop the six deadly wheels is a large, bulbous steel structure from which protrudes two cannons. It begins to morph into a humanoid shape, with a visor over its face that makes it resemble a medieval knight. The strange robot raises to bladed arms tipped with spikes and swings low. Cloud raises his sword and clashes with the gigantic blades smiling pugnaciously, sending the metal beast rolling backwards.

Shadow narrows his eyes at it, "Omega, CATCH!" Shadow flips into the air, the energy blade returning as he descends on his robot companion. Omega raises a hand, and as Shadow makes contact with it the Ultimate Lifeform is incased in a golden field of energy. Inside he spins faster, and faster as Omega aims his arm at the hulking foe.

"Annihilation… Fire." He shoots Shadow like a cannonball at the enemy robot, breaking a huge hole in its armor.

Shadow lands on his feet, sliding on the ground. "Now!" The giant robot crackles with electricity and twitches, trying to attack but its systems are failing, and Cloud smiles wide as he sprints up to it and jumps, slashing his sword down and splitting the robot clean in half.

"Enemy neutralized," Omega puts away his mini-guns, and his clawed hands return. Shadow gets to his feet less steadily than he would have liked. Rouge smirks, "Getting tired Shadow."

"When _Hell_ freezes over," he retorts, but he heads for the jeep.

Cloud chuckles and speeds off, Barret driving the rest of them close behind. They finally reach sunlight, and are soon zooming through the dead lifeless area around Midgaras they exit the horrible city into the world. Barret closes his eyes, and sucks the clean fresh air deep into his lungs. Aerith and Tifa hop out, evidently they had been talking in the Jeep…

"So Barret, we were thinking we should elect a leader for AVALANCHE while we're searching for Sephiroth."

Barret grunts, "I'm the god dang leader!"

Aerith smiles. "We were thinking it should be Cloud." Red XIII nods, and so does Tifa. Barret grumbles, "Ok ok… but I think we should split up. We can meet back together at Kalm." He points to a quaint little town in the distance, past the dead zone around Midgar.

Rouge shrugs, "Sounds fine by me. Shadow?"

"We should ditch the vehicles while the going's good. ShinRa might have some way to track these." Shadow hops out of the jeep, and starts walking in the direction Barret had been pointing in. Rouge, and Omega follow close behind.

Cloud calls out, "We'll meet you at the Inn. We can pay, Barret and I have fake IDs." Aerith, Tifa and Red XIII follow Shadow and his friends, Cloud and Barret decide to take a longer route around the dead zone, where no plants can grow due to Midgars constant draining of Mako. This area is heavily populated by hostile machines, so they figure they can train here a bit while the others walk.

"Damn… I wish we had all that Materia we found at Shinra HQ." Cloud rubs his neck, slightly embarrassed that he hadn't grabbed the pile in his rush.

Barrets scowl begins to lighten as he reaches for a pocket inside his vest. As he unzips it, an unearthly glow seeps out and Cloud begins to grin wide. Suddenly a large wave of robots armed with missile silos land in the dusty, plant less earth. Cloud picks a piece of Materia and both of them charge at the group of robots.

**xxx**

The town of Kalm is appropriately named. A quiet little Inn sits near the entrance to town, and people walk through the sleepy little village rarely leaving their homes.

Rouge looks around with a grin, "Tranquil little place you've got here."

Tifa cocks her head, "What the hell do you mean, _we've _got?"

Red XIII purrs, "Yes, the way you three have been talking is quite strange. You aren't even of this world, are you?"

"Actually no," Rouge turns her head to Tifa. "But maybe we should wait until your leader with the man-sword comes back to explain everything." She chuckles, "Did you ever think maybe he's compensating for something?"

Red XIII bursts out laughing, as Tifa begins to blush. "Wha… what the hell is that supposed to mean?!" She balls her hand into a deadly fist, and Red XIII rubs up against her. "Calm down, human… it's only a joke."

Tifa relaxes her grip, "Careful what you say about him…"

"Gyahahaha! Doin a good job protecting your boyfriend, huh?" A gruff voice rings out as Cloud, and Barret land next to the rest, covered in dirt and scratches, Clouds sword stained with motor oil.

Aerith's eyes widen, "Jeez you guys. No wonder you took so long, were you fighting each other or something?"

Cloud, and Barret strut over to the Inn, "Nah, we were just having some fun! Come on up, we're about to rent a room. I think we all could use the rest."

Shadow simply follows them with the others as they pay for the room, and head up the stairs. As they walk Omega says, "Now is a suitable time for debriefing."

"I guess so," Rouge nods as they head into a room. Shadow walks over to a window, and leans against the wall next to it. Omega stands on the other side of the window.

"Okay," Rouge flexes her wings as she stretches. "I guess we'll start with what Red said out there. No, we're not from this world." She pulls a wallet from her pocket, and pulls out a picture.

"Here, this is us back in our Home world, Mobius."

In the picture stands Omega, unchanged, and standing in the center. On his shoulder above his namesake symbol sits an anthropomorphic bat with white fur, and Rouge's clothes. Rouge has two fingers raised in a victory symbol, and one eye closed at the camera. On Omega's other side stands a black anthropomorphic hedgehog that is undeniably Shadow. He has his arms crossed as he looks coldly at the camera.

Red XIII realizes instantly that the figures in the picture are the same as the ones standing in front of him. The others look confused as Cloud walks in with Barret, looking at the picture and asks; "…What the hell? Please… please tell me that isn't you…" But he already knows it is.

Rouge raises an eyebrow, "That's me there on Omega's shoulder, and anybody could recognize Shadow." She tosses a lock of hair out of her eyes with a wink.

"Hmph!" Shadow looks out the window.

Aerith smiles coyly, somewhat interested in Rouge's flirtation with Shadow, "So how did you end up on The Planet?"

Omega picks up the narrative. "Approximately three days ago a hole in the space/time continuum was detected just outside the orbit of Mobius. With no immanent threat to the planet's welfare the Guardian Unit of Nations, the G.U.N., deployed Team Dark to investigate."

"And that would be us," Rouge informs them. "Omega the rogue robot, Me the world's best treasure-hunter, and Shadow the Ultimate Lifeform."

Omega continues, "Our mission is to investigate life on the other side of the rift, however there have been complications. Our ship was nearly destroyed upon arrival, and as a result we were separated. Rouge and Shadow both underwent drastic changes to their anatomy. Fortunately these changes have not affected their abilities at all."

A compartment opens in Omega's chest, and Materia spills out over the floor. A purple one hits Shadow's foot, and pulses at the contact. He picks it up, and looks at Cloud.

"Our worlds seem to be very similar," he says. "This for instance seems to works very much like a Chaos Emerald. On Mobius there are seven of them; gems of unknown origin, and unlimited power."

Omega speaks up, "Judging from the technology of this world, it appears that your civilization predates our own. Possibly even that of the Echidna Tribes."

"And that was millennia ago," Rouge finishes.

"Nice, you grabbed some too!" Cloud picks up a green Materia with the single word "Ultima" engraved into it and smiles confidently. "Ultima! This is the strongest and most expensive man-made Materia ever created!" he looks up at Rouge and his face becomes more serious.

Aerith suddenly speaks up, "That's so interesting, Rouge! I guess I should give you a little background then, this world is very old. Over two-thousand years ago, my people The Cetra (or "Ancients", as you non-magical people call us) were suddenly wiped out by a strange alien being that rode a meteor into The Planet. This being, known as The Calamity from the Skies, warred with my people until we were almost extinct. The Cetra were finally able to defeat the horrible thing and seal it away in a geological stratum, half-dead. We had a daughter race, who hid while we fought the Calamity, surviving long after we were wiped out." She smiles and pauses for suspense. "This race would later come to be known as Humans."

She lets that sink in, and then continues. "The Lifestream however had been developing its energy to create ultra powerful monsters that would be able to defeat the Calamity in combat, creatures called WEAPON. Since my people were barley able to seal the Calamity away, these WEAPONS were never woken up- and now I'm scared that Sephiroth will try to use them as part of his plan… well, looks like that's where you come in Cloud."

Cloud nods, "Well it all started in my hometown, Nibelheim. I was a ShinRa SOLDIER, 1st class, and I was with my friend, the legendary SOLDIER Sephiroth. He was older than me, and kind of acted as my mentor…"

Tifa frowns at this, and continues to look extremely concerned as he tells his story.

"Sephiroth and I arrived in Nibelheim to investigate the Mako Reactor there, and imagine my surprise when we met the tour guide and it ended up being my childhood friend, Tifa!"

Tifa's face becomes even more concerned.

"Tifa took Sephiroth, and I up to the Reactor, and we saw many mutated humans. Then Sephiroth started wonder if _he _had been created by a project like that… he completely changed that night. He stayed the entire night in the old ShinRa mansion, and he found tons of secret documents. After that whole night of reading, he came out and set fire to Nibelheim. Then he went out to the reactor and found a being called "JENOVA." He said that JENOVA was an Ancient, and his own mother. So I confronted him…" He shakes his head, "But after that I remember nothing."

Tifa holds up her hand. "Cloud, I need to speak to everyone without you here. Can you please go down to the shop and buy me some new gloves?"

He nods quickly and hops out the window.

Tifa turns back to everyone, "Cloud… thinks he was there that night. But the way he told that story is completely wrong."

Shadow actually looks interested, "These Ancients sound like aliens. That would explain…"

Rouge glances at him, but turns back to Tifa, "So what really happened?"

Aerith smiles, "The Ancients themselves are not aliens, they were the ones who started Human life… but if you want an alien The Calamity was the most powerful one ever recorded."

Tifa looks down at the ground sadly. "Cloud wasn't the 1st class SOLDIER with Sephiroth that day. It was out friend, Zack Fair, the original owner of Cloud's sword. After going crazy, Sephiroth attacked Zack and went into the Reactor to take JENOVA with him. But..." She looks incredulous. "When I went in there, probably straight to my death, _Cloud _was inside with Sephiroth, despite the fact I hadn't seen him anywhere around Nibelheim in years. He somehow overpowered Sephiroth and since then he's been considered dead. I recently found Cloud wandering the slums of Midgar, acting like someone completely different, and had him join our new team AVALANCHE."

Aerith runs out of the room. Tifa looks after her, confused. "Did she start acting strange after we told her of Zack?" She shakes her head slowly, "This is all pretty damn confusing…"

Rouge looks thoughtful, "Well… I guess we didn't _have_ to know that last part. Thanks for sharing though." She smirks at Shadow, "Wanna tell them about _your_ sob story? They'll probably never hear another like it."

Shadow shoots her a murderous look before vanishing in a flash of purple light.

Tifa arches her brow, "Cloud is gonna be with us this whole journey, so isn't it kind of important you know this stuff?"

Red XIII nods. "We must think ahead. This situation is very mysterious, and Sephiroth is incredibly dangerous… we should try to absorb all information possible."

Tifa collapses on one of the many beds in the room. "Whatever… I'm going to sleep. We can re-group tomorrow…" She's asleep before her head hits the pillow.

Red chuckles and curls up at her feet. "I'm also quite exhausted."

Omega powers into standby mode in a corner, and Rouge lies in a bed beside him. It's a little uncomfortable at first because she doesn't have a tail anymore, but eventually she slips into quiet slumber.

Outside Cloud has met the crying Aerith, and is very confused as he tries to console her. The others begin to drift off to sleep as Cloud and Aerith climb the stairs and sit outside the room, talking quietly.

Shadow sits on the roof of their building, brooding. His eyes open to narrow slits as he hears Cloud, and Aerith talking.

"You don't understand, Cloud… you have to remember! Why won't you remember?"

"Sorry. I guess I just have amnesia."

With that they retire to the room where the others are sleeping quietly, Cloud quickly falling asleep but Aerith's green eyes are still staring at the ceiling.

Shadow scowls to himself, and mutters, "Foolish girl… Some things are best left forgotten."

Suddenly a female voice sounds in Shadows head, patient and wise: "_You have been chosen by the Cetra, Shadow. It was the hand of fate that caused the ShinRa to bring you here. You must help Cloud unlock his memories, and his true self, and together the he, Aerith, and you must save the Planet." _

Shadow's eyes snap open, and he growls. "I answer to _no one!_ Who are you to give _me_ orders?!"

The voice is patient with Shadow's slight arrogance. "_I was an Ancient called Ifalna, now long dead. A victim of ShinRa's evil..." _The voice laughs soothingly; it's the voice of an angel. "_I am sorry, my stubborn young warrior. I do not mean to order you… but you have no choice. While you are on this world, your soul is connected to the Lifestream. That is how I am able to speak to you, even though I am dead. If it is destroyed, so shall you be, and all your friends. You have a good heart, Shadow… you will do what is right."_

Shadow leaps to his feet, and almost snaps a retort. He closes his eyes… He hates being used more than anything, and this feels a lot like manipulation. But Ifalna is right; he has to do the right thing.

"How?"

"_My individuality is fading… soon I will be nothing more than Mako. Before this happens, I would like to tell you what really goes on in this world… that day that Cloud told you about, did actually happen. But Cloud was not a 1__st__ class SOLDIER, in fact he was nothing more than a normal ShinRa sniper. To make a very long story short, Cloud was implanted with the memories of his friend Zack Fair." _The voice suddenly fades, then comes back slightly quieter now.

"_Drat… I am becoming weaker." _Her voice speeds up. _"The Calamity from the Sky that Aerith spoke of is actually the JENOVA that Sephiroth believes to be his mother. He thinks that he is one of us, an Ancient, but he is wrong. JENOVA was a horrifying alien, more terrible and powerful than any demon. And thousands of years later, ShinRa dug up JENOVAS body and made a terrible mistake." _The voice shudders strangely, as if coughing of an illness. "_They labeled JENOVA as an Ancient… but they couldn't have been more wrong. They had no idea that JENOVA was actually the alien that wiped us out, and they injected her DNA into human fetuses in order to create the "Ultimate SOLDIER." They succeeded when a baby named Sephiroth was born…"_

The angelic voice warps and distorts for a second. "_I haven't much time left… before I go, I beg of you Shadow, be strong so that Cloud will follow your example. The humans of this world can do incredible things if they gain life experience… Sephiroth and JENOVA must be utterly defeated, or they will destroy this planet and traverse the universe together, and one day they will find your world and destroy it as well. Farewell, Shadow. Good luck- the Cetra may be gone from the world of the living, but we have faith in you." _With that the voice is silenced, and another voice enters Shadows head. This one is a complete opposite of Iflanas, a man's voice, deep and smooth as steel.

"**_YOU AND THAT FAKE SOLDIER WILL NEVER STOP US. While that other foolish soul has now faded to the Lifestream, I remain here stronger than ever. I am the true Last Ancient, I will become God of the Planet, and you will all burn for eternity! I am the true Ultimate Lifeform, SHADOW!" _** As Sephiroth says this, Shadow's vision turns red and his sight is distorted as if the whole world is shaking. Flames come up from the corners of his eyes, as if his soul is burning within him.**_ "...Whoever_ she_ was, she spouted nothing but lies. You are doomed to burn on this Planet, like every other GODFORSAKEN HUMAN!"_**

Shadow is still for a moment, and then his face hardens into pure fury. Red energy cascades over him like lightning as he glares murderously into the night.

"I know a thing or two about Fakers Sephiroth. I swear I will hunt you down, and then I'll show you a _true_ Ultimate Lifeform! When I'm done with you there will be nothing left for **_MAGGOTS!_**" The Materia in his pockets pulse as he vents his rage to the empty night, his irises glowing crimson.

The deep voice laughs, "**_I look forward to seeing you try, you pathetic worm. Nothing will stop the Reunion. Nothing will stop JENOVA. NOTHING CAN STOP ME!"_** With this, the ground begins to quake and the Inn shakes violently, windows shattering, tiles falling from the roof. Cloud wakes up and jumps out of the window to the roof. "Holy shit! What's going on? Earthquake!"

Shadow snarls, the energy slowly fading, "Nothing but _me_ you bastard. You're gonna wish you'd left us in ShinRa to rot!"

Cloud screams, "…WHAT? Who the fuck are you talking to?"

Cloud cannot hear the voice, as it is inside Shadows skull. "**_Come, you disgusting animal. I am waiting… and be sure to bring the copy with you._**" The blood-red hallucination and the illusory fire fades away, and the evil presence leaves Shadows mind.

Cloud stares at him, wide-mouthed as the earthquake slowly begins to lose magnitude. "SHADOW! WHAT THE FUCK IS HAPPENING?"

The others pour from the building, the entire town is waking up. People stumble outside, surprised, an earthquake as never rocked Kalm like this before.

Shadow glares at the moon, "Sephiroth, Cloud… _he's_ happening!" He cracks his knuckles, "And I will destroy him… For the good of all life, and my oath to Maria **I WILL DESTROY HIM!**"

Rouge looks up from where the others stand on the ground, "Shadow's not doing this, but…" She looks around with wide eyes. Omega widens his stance to avoid falling over.

"Sephiroth…?" Clouds eyes widen and he drops to the ground, holding his face. "Sephiroth, no, stop! **STOP**!"

Tifa grabs him and slings him over her shoulder. "God dammit…" The earthquake subsides completely, and she jumps to the ground and sets him down as he curses and repeats Sephiroth's name. Red XIII looks at him concerned, but is unable to think of anything that could be comforting to the young man.

Aerith steps out, gently helping Cloud to his feet. "Come inside Cloud, we need rest. We have a big day ahead of us."

Shadow storms past the group, eyes filled with bloodlust. Rouge watches with concern.

"Shadow… are you alright?"

"Fine," he relies curtly. Rouge sighs as he heads back to the room.

"I haven't seen him like this since the ARK… This isn't good."

"Agreed." Omega gently places a hand on her shoulder.

Everyone retreats to their beds drifts off to sleep, except Aerith who is silently watching Cloud and Shadow. Omegas power systems shut off with a whine…


End file.
